STANDARD TERMS AND CONDITIONS OF APPLIED MECHANICAL SERVICES LIMITED
1. Definitions In these Terms and Conditions
“AMSL” refers to Applied Mechanical Services Ltd. – “Client” refers to any customer of AMSL, including their agents. – “Goods” means any equipment, products, or materials supplied or manufactured by AMSL for the Client. – “Services” means any services provided by AMSL to the Client.
2. Application of Terms
These Terms and Conditions apply to all contracts for the supply of Goods or Services by AMSL. Any terms and conditions provided by the Client are expressly excluded, even if they contradict these Terms.
3. Quotations
(i) These Terms and Conditions form part of all quotations issued by AMSL. Any order from the Client will be deemed to accept these Terms.
(ii) Quotations are valid for 30 days from the date issued and are subject to confirmation upon receipt of a written order from the Client.
4. Prices
Prices quoted are based on current costs. AMSL reserves the right to adjust prices prior to delivery due to changes in labour or material costs, delays caused by the Client, design or specification changes, overtime requested by the Client, or currency fluctuations.
5. Errors and Omissions
AMSL reserves the right to correct any clerical or typographical errors without liability.
6. Delivery
(i) Delivery dates are approximate and non-binding.
(ii) AMSL is not liable for delays caused by factors outside its control, including strikes, accidents, shortages, war, force majeure, or government actions.
(iii) If delays occur, AMSL may extend delivery time or terminate the contract with 14 days’ notice. The Client will pay for Goods delivered or ordered up to the termination date.
(iv) AMSL is not liable for any direct or indirect loss due to delays.
7. Payment and Title
(i) Payment is due within 28 days of the invoice date unless otherwise agreed.
(ii) Title to the Goods remains with AMSL until full payment is received.
(iii) Until payment is made: – The Client must store Goods as clearly identifiable AMSL property. – AMSL may repossess unpaid Goods at any time and enter Client premises if necessary.
(iv) AMSL reserves the right to claim compensation under the Late Payment of Commercial Debts Act 1998.
8. Cancellation
Orders may not be cancelled without AMSL’s written consent. If consent is granted, the Client shall indemnify AMSL for all associated losses including profit loss.
9. Specification Changes
AMSL reserves the right to improve specifications for better performance or value. Changes will be communicated to the Client.
10. Equipment Testing
Special tests requested by the Client are chargeable unless otherwise agreed. Utility and equipment hire costs required for testing are excluded.
11. Exclusion of Liability
(i) The Client is responsible for verifying product suitability.
(ii) AMSL excludes all liability for defects or unsuitability except in cases of death or personal injury due to its negligence or where the Client is a consumer.
(iii) If liability is found, damages are limited to the cost of remedying the defect.
(iv) Verbal or written recommendations do not constitute warranties unless explicitly stated.
12. Equipment Performance
Performance data is based on AMSL’s experience or information provided by the Client. Remedies for defects are limited to repair or equipment value.
13. Warranty
Manufacturer warranties apply. AMSL warrants that defective parts will be repaired or replaced. Improper use, unauthorised repair, and pre-existing issues are excluded.
14. Erection and Installation
The Client must provide safe, ready-to-use access, facilities, and protection. Delays, overtime, or suspensions caused by the Client are chargeable.
15. Indemnity
The Client indemnifies AMSL against any claim or liability related to death, injury, property damage, or loss arising from use of the Goods.
16. Determination of Contract
AMSL may terminate contracts immediately in cases of breach, insolvency, or liquidation by the Client.
17. Carriage and Risk
Risk passes on delivery. Damage or shortages must be reported in writing within specified timeframes.
18. Copyright and Design
All intellectual property in AMSL documents and designs remains with AMSL. Clients must not copy or disclose them without written consent.
19. Acceptance of Tender
Client warranties have obtained all necessary legal permits and approvals before contract commencement.
20. Lien
AMSL holds a specific lien over Goods until full payment is received.
21. Severability
If any clause is found to be invalid, the remainder of the Terms remain enforceable.
22. Applicable Law
These Terms are governed by English law.
23. Headings
Headings are for convenience only and do not affect interpretation.
24. Dispute Resolution
Both parties will attempt to resolve disputes amicably. If unresolved, disputes may be referred to mediation or a court of competent jurisdiction.
25. Client Responsibilities
Clients must ensure accurate information, site access, and readiness. AMSL is not responsible for delays caused by the Client’s omissions.
26. Confidentiality
Both parties agree to keep confidential all commercially sensitive or proprietary information.
27. Regulatory Compliance
AMSL complies with all relevant UK regulations including F-Gas, Building Regulations (Part L and F), PSSR, and Health and Safety legislation.
28. Insurance
AMSL maintains public and employer’s liability insurance. Proof can be provided upon request.
29. Environmental Compliance
The Client must cooperate in proper waste disposal. AMSL complies with WEEE and other environmental legislation.
30. Force Majeure
Neither party is liable for failure to perform due to events beyond their control.
31. Subcontracting
AMSL may subcontract without prior approval but remains responsible for performance.
32. Variation
No variation to these Terms is binding unless in writing and agreed by both parties.
33. Rights of Third Parties
No third party shall have rights to enforce any provision under the Contracts (Rights of Third Parties) Act 1999.
34. Anti-Bribery and Corruption
The Client and AMSL agree to comply with all anti-bribery laws.
35. Retention
Where agreed, retention shall not exceed 5% and must be released within 30 days of completion unless valid defects are notified.
36. Defects Liability
Period Defects due to workmanship or materials will be corrected if reported within 6 months of completion.
37. Marketing and Case
Studies AMSL may refer to the project in marketing unless the Client objects in writing.
38. Waste and Environmental
Disposal Unless agreed, waste removal is the Client’s responsibility. AMSL can arrange disposal at additional cost.
39. Access and Downtime
Delays caused by lack of access or unsafe conditions may incur additional charges.
40. Site Safety Requirements
The Client must ensure a safe working environment. Failure to provide this may result in refusal to work or delay charges.
41. IT Access and Connectivity
The Client must provide system/network access as needed for connected systems. AMSL is not liable for delays due to access issues.
42. Cybersecurity and Connected Systems
AMSL is not liable for data loss or breaches caused by Client-side network vulnerabilities or misuse of smart systems.
43. Product Substitution
Equivalent products may be substituted with Client notice if original items are unavailable.
44. Documentation Ownership
All technical documents remain AMSL property unless otherwise agreed.
45. Remote Support and Monitoring
AMSL provides remote support where applicable. Connectivity and access must be maintained by the Client.
46. Call-Off or Framework
Agreements Each call-off order forms a separate contract. No minimum volume commitment applies unless agreed.
47. Software and Firmware
Software licences are limited to use with AMSL-installed systems. AMSL is not liable for third-party terms or updates.
48. Extended Force Majeure
If a Force Majeure event lasts over 60 days, either party may terminate with 14 days’ notice. Work done to that point will be chargeable.
49. Fixed-Term Maintenance Contracts
(i) Where Services are provided under a fixed-term Planned Preventative Maintenance (PPM) agreement of 1, 3, or 5 years, the Client agrees to commit to the full contract duration selected at the time of acceptance.
(ii) Annual charges under multi-year agreements (3 or 5 years) are fixed for the agreed period unless otherwise stated in the Quotation. Where a price increase is permitted, AMSL will give not less than 60 days’ written notice prior to the anniversary date.
(iii) The Client may not terminate a fixed-term agreement before the end of its duration without AMSL’s prior written consent. If early termination is agreed, the Client shall remain liable for all outstanding payments due for the unexpired portion of the contract.
(iv) Unless expressly agreed otherwise in writing, fixed-term agreements do not automatically renew. A new agreement must be entered into upon expiry of the term.
(v) AMSL reserves the right to suspend Services or terminate the agreement immediately if the Client fails to comply with payment obligations or materially breaches these Terms.
50. Price Review and Adjustments
(i) Where annual charges are stated to be fixed for the contract duration, AMSL reserves the right to adjust prices in the event of exceptional increases in statutory costs, energy surcharges, or compliance obligations, including but not limited to refrigerant price increases due to legislation.
(ii) Any such adjustment will be notified to the Client in writing and agreed prior to implementation.
51. Scope of Services – Exclusions
(i) Routine maintenance visits under PPM agreements exclude the cost of replacement parts, consumables (including but not limited to filters, belts, refrigerant, oils, and batteries), and reactive call-outs unless expressly stated in the Quotation.
(ii) Such items and services will be invoiced separately at AMSL’s prevailing rates.
52. Client Access Obligations
(i) The Client must provide safe, reasonable, and timely access to all equipment due for maintenance.
(ii) Where access is denied, restricted, or unsafe, AMSL may, at its discretion, deem the visit completed and chargeable in full.
53. Automatic Renewal
(i) At the end of the fixed term, unless either party gives 60 days’ written notice of termination, the agreement shall automatically renew for successive 12-month periods at AMSL’s prevailing rates.
(ii) Renewal terms may be varied by AMSL upon written notice prior to renewal.
54. Client Asset Disclosure and Records
(i) Where AMSL maintains statutory records on behalf of the Client, including but not limited to F-Gas logs, service reports, and asset registers, such records are prepared in reliance on the information provided by the Client.
(ii) AMSL accepts no liability for omissions, non-compliance, or penalties arising from systems or assets not disclosed to AMSL by the Client.
55. Long-Term Force Majeure
(i) If a Force Majeure event (as defined in Clause 30) continues for a period exceeding 60 days, the parties shall meet in good faith to agree reasonable variations to the contract, including suspension or rescheduling of Services.
(ii) Where agreement cannot be reached, either party may terminate the contract on 14 days’ written notice. All Services delivered and costs incurred up to the date of termination will remain payable by the Client.
56. Indexation of Charges
(i) Where multi-year pricing is agreed, AMSL reserves the right to apply an annual increase to service charges in line with the UK Consumer Price Index (CPI), subject to a minimum of 2% and a maximum of 5% per annum.
(ii) Any such adjustment shall take effect on the anniversary of the contract start date and will be notified to the Client in writing not less than 30 days in advance.
57. Health & Safety Compliance
(i) The Client must notify AMSL of any changes to site-specific health and safety requirements, policies, or rules during the term of the contract.
(ii) AMSL reserves the right to suspend Services where site conditions present an unacceptable risk to AMSL personnel, equipment, or subcontractors.
(iii) Where Services are suspended due to unsafe conditions, the visit may be deemed completed and chargeable in full.
58. Service Visit Rescheduling
(i) If the Client cancels or reschedules a planned maintenance visit with less than 72 hours’ written notice, AMSL reserves the right to charge 50% of the visit cost.
(ii) Where AMSL is able to redeploy resources effectively, such charge may, at AMSL’s discretion, be waived.
59. Non-Payment under Fixed-Term Contracts
(i) Failure by the Client to make payment within agreed terms shall entitle AMSL to suspend Services and/or terminate the agreement with immediate effect.
(ii) In the event of such termination, the balance of all remaining contract charges for the unexpired portion of the fixed-term agreement shall become immediately due and payable in full.
60. Change of Law and Compliance Costs
(i) If, during the term of a fixed-term contract, a change in law, regulation, or recognised industry standard results in additional compliance obligations or increased costs in providing the Services, AMSL shall be entitled to recover such additional costs from the Client on a fair and reasonable basis.
(ii) AMSL shall provide written notice of any such change, together with supporting details of the additional costs to be applied.
This is Version T&C0001 – dated 01/09/2025